DCGO DocGo Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 10, 2022

 

DOCGO INC. 

(Exact name of registrant as specified in its charter)

 

Delaware		001-39618		85-2515483
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

35 West 35th Street, Floor 6, New York, New York		10001
(Address of principal executive offices)		(Zip Code)

 

(844) 443-6246

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		DCGO		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 14, 2022, the Company filed the Report to disclose that, effective December 31, 2022, the Board of Directors (the “Board”) of the Company appointed (i) Mr. Lee Bienstock as the Company’s President, in addition to his role as the Company’s Chief Operating Officer, (ii) Mr. Andre Oberholzer as the Company’s Treasurer and Executive Vice President of Capital Markets and Strategy, and (iii) Mr. Norman Rosenberg as the Company’s Chief Financial Officer, in addition to his role as the Chief Financial Officer of Ambulnz Holdings, LLC.

 

In consideration of these leadership changes, on March 16, 2023, the Compensation Committee (the “Committee”) of the Board approved the following changes to each executive’s compensation to be effective April 1, 2023:

 

●

Increase Mr. Bienstock’s base salary from $415,000 to $490,000 and his target annual bonus from 50% of base salary to 80% of base salary;

●

Increase Mr. Oberholzer’s base salary from $412,000 to $490,000 and his target annual bonus from 60% of base salary to 75% of base salary; and

●

Increase Mr. Rosenberg’s base salary from $321,000 to $425,000 and his target annual bonus from 38% to 75%.

 

In addition, the Committee approved the grant of fully vested stock to Messrs. Bienstock, Oberholzer and Rosenberg, with a grant date fair value of approximately $18,750 for Mr. Bienstock, $19,500 for Mr. Oberholzer and $26,000 for Mr. Rosenberg, which reflects the amount that would have been paid to each executive if the base salary increases were made retroactive to January 1, 2023. The Committee also approved the grant of additional stock option awards to Messrs. Oberholzer and Rosenberg, with a grant date fair value of approximately $831,000 for Mr. Oberholzer and $531,000 for Mr. Rosenberg, each of which will vest in equal annual installments over four years. The stock awards and the stock options will be effective on the third trading day following the date the Company files its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	DOCGO INC.
	By:	/s/ Anthony Capone
		Name:	Anthony Capone
		Title:	Chief Executive Officer

 

Date: March 22, 2023

 

 

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